Xponential Fitness Files 8-K for Regulation FD Disclosure

TL;DR

XPNT filed an 8-K for a Reg FD disclosure, no new material info yet.

AI Summary

Xponential Fitness, Inc. filed an 8-K on November 21, 2024, to report a Regulation FD Disclosure. The filing does not contain specific financial figures or material events beyond the disclosure itself.

Why It Matters

This filing indicates Xponential Fitness is making a public disclosure under Regulation FD, ensuring all investors receive the same material information simultaneously.

Risk Assessment

Risk Level: low — The filing is a standard procedural disclosure and does not contain information that inherently increases risk.

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• November 21, 2024 (date) — Date of Report
• Regulation FD (regulation) — Disclosure Type

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share XPOF New York Stock Excha

Filing Documents

• d906648d8k.htm (8-K) — 20KB
• 0001193125-24-263384.txt ( ) — 142KB
• xpof-20241121.xsd (EX-101.SCH) — 3KB
• xpof-20241121_lab.xml (EX-101.LAB) — 18KB
• xpof-20241121_pre.xml (EX-101.PRE) — 11KB
• d906648d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 17877 Von Karman Ave. , Suite 100 Irvine , CA 92614 (Address of principal registered offices, including zip code) (949) 346-3000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share XPOF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item7.01 Regulation FD Disclosure. On November 21, 2024, entities affiliated with Mark Grabowski, the chairman of the board of directors of Xponential Fitness, Inc. (the "Company"), filed a Form 144 disclosing the sale of 2,595,598 shares of the Company's Class A common stock, par value $0.0001 per share. Mr. Grabowski continues to beneficially own 24% of the Company's Common Stock. The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 21, 2024 Xponential Fitness, Inc. By: /s/ John Meloun Name: John Meloun Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR